Effective December 7, 2009, NASDAQ Rule 5250(b) was amended to require all NASDAQ listed companies to provide NASDAQ with at least ten minutes advance warning of all material change disclosure. The text of the amended rule (with changes underlined) is as follows:
“5250. Obligations for Companies Listed on The Nasdaq Stock Market
(b) Obligation to Make Public Disclosure
(1) Except in unusual circumstances, a Nasdaq-listed Company shall make prompt disclosure to the public through any Regulation FD compliant method (or combination of methods) of disclosure of any material information that would reasonably be expected to affect the value of its securities or influence investors’ decisions. The Company shall, prior to the release of the information, provide notice of such disclosure to Nasdaq’s MarketWatch Department at least ten minutes prior to public announcement if the information involves any of the events set forth in IM-5250-1. As described in IM-5250-1, prior notice to the MarketWatch Department must be made through the electronic disclosure submission system available at www.nasdaq.net, except in emergency situations.”
Under unusual circumstances Companies may not be required to make public disclosure of material events; for example, where it is possible to maintain confidentiality of those events and immediate public disclosure would prejudice the ability of the Company to pursue its legitimate corporate objectives. However, Nasdaq Companies remain obligated to disclose this information to Nasdaq upon request pursuant to Rule 5250(a).
If you have questions about Nasdaq rules, contact any member of Clark Wilson LLP’s Corporate Finance & Securities Group.